AMENDED AND RESTATED BYLAWS OF THE BATON ROUGE PARALEGAL ASSOCIATION, INC.

AMENDED AND RESTATED BYLAWS OF THE BATON ROUGE PARALEGAL ASSOCIATION, INC. ARTICLE I. IDENTIFICATION SECTION 1. The name of the Association shall be the Baton Rouge Paralegal Association, Inc. (the "Association"). SECTION 2. The mailing address of the Baton Rouge Paralegal Association, Inc. shall be as follows: Post Office Box 306, Baton Rouge, LA 70821 The physical address of the Association will be the physical address for the current President of the Association. SECTION 3. The registered agent for the Baton Rouge Paralegal Association, Inc. shall be the current President of the Association. SECTION 4. The Association adopts the fiscal year of June 1 to May 31 for accounting and other purposes. SECTION 5. The Association adopts the definition of a paralegal/legal assistant as developed by the American Bar Association: "A legal assistant or paralegal is a person, qualified by education, training or work experience, who is employed or retained by a lawyer, law office, corporation, governmental agency or other entity and who performs specifically delegated substantive legal work for which a lawyer is responsible." ARTICLE II. OBJECTIVES The objectives of the Baton Rouge Paralegal Association, Inc. shall be: (1) To promote the paralegal profession in Baton Rouge and Louisiana; (2) To provide a forum for the consideration of problems generally encountered in the paralegal profession in Louisiana, for the discussion of solutions to such problems and to explore ways of improving the employer-employee relations of its members; (3) To represent and promote the interests of its members before governmental bodies; (4) To define and establish ethical standards of conduct for its members and to encourage voluntary adherence to such standards; (5) To cooperate with other state and regional associations in developing and strengthening of a national paralegal association; Rev. - September 2016 Page 1 of 11

(6) To promote continuing legal education of its members and others in the legal community; (7) When authorized by its members in accordance with the Bylaws, to perform, through its officers or members, any lawful act in furtherance of the objectives of the Association. ARTICLE III. MEMBERSHIP SECTION 1. Voting Members: Any individual who meets at least one of the following requirements may become a voting member: (1) Completion of an ABA approved paralegal program and/or a paralegal program at an institutionally accredited school, or nationally certified and in good standing; or (2) Bachelor s or Associate s degree and currently employed as a paralegal, along with a verifying letter from his/her supervising attorney; or (3) An individual who is currently, and has been for a minimum of 5 years from the date of his/her application for membership, employed as a paralegal with a verifying letter from his/her supervising attorney. (4) Voting members accepted into the Association prior to June 1, 2016, are grandfathered in with voting member status. A voting member shall be entitled to one vote on all matters which require the vote of the members of the Association and shall have the right to make motions, hold office and serve on the Executive Board. SECTION 2. Associate Members: Any individual who is currently or has in the past been employed as a paralegal but does not meet one of the requirements to become a voting member may become an associate member. Associate members shall not be entitled to vote on matters which require the vote of the members of the Association, and shall not have the right to make motions, hold office, including but not limited to serving as a committee chair/co-chair, or serve on the Executive Board. SECTION 3. Student Members: Any individual who is currently enrolled in a formal course of paralegal studies at an accredited educational institution, or an educational institution currently seeking accreditation, may become a student member. Student members shall not be entitled to vote on matters which require the vote of the members of the Association and shall not have the right to make motions, hold office, including but not limited to serving as a committee chair/cochair, or serve on the Executive Board. SECTION 4. Sustaining Members: Any individual, corporation, partnership, organization or other entity interested in supporting the Association, or those members of bar associations endorsing the paralegal/legal assistant concept or involved in the promotion of the paralegal/legal assistant profession, or those members of the paralegal education field endorsing the paralegal/legal assistant profession or involved in the promotion of the paralegal/legal assistant Rev. - September 2016 Page 2 of 11

profession or those persons directly involved in the supervision of legal assistants. Sustaining members shall not be entitled to vote on matters which require the vote of the members of the Association and shall not have the right to make motions, hold office or serve on the Executive Board. SECTION 5. Reclassification of Membership Status: Each member is responsible for notifying the First Vice-President of any change in membership classification, including the furnishing of verification of new classification and payment of any additional dues resulting from the change in membership status. SECTION 6. Election to Membership: Each applicant for membership (as defined in Sections 1 through 5 of this Article) shall complete and submit a written application for membership along with payment of appropriate dues. Applications will be submitted to the First Vice President who will present them at the next regularly scheduled meeting for consideration by the membership of the Association. All applicants receiving a majority vote of the voting members attending such meeting shall become members upon their payments of all dues and fees. SECTION 7. Voting: Each voting member shall be entitled to one (1) vote in the affairs of the Association, either by written or oral ballot, as further provided in Article V, Section 1C. SECTION 8. Termination or Suspension of Membership: (1) Any member may voluntarily terminate their membership at any time by forwarding a written notice of the intent to terminate membership to the Executive Board. (2) Membership shall automatically terminate for any member who ceases to meet criteria as defined in Sections 1 through 4 of Article III. (3) Non-payment of annual membership dues will result in suspension of membership as provided in Article IV, Section 7, if not paid by August 1 st. (4) Non-payment of luncheon fees, CLE no-show fees, or any other assessments owed to the Association within thirty (30) days after notice of non-payment sent to the last known email address, will result in the suspension of membership for so long as the monies remain unpaid. Membership may be reinstated upon payment of any assessments owed. (5) The suspended member will be stricken from the membership roster until dues/assessments are paid and loses the right to participate and to vote for the period of such suspension. (6) Email notice shall be provided to any member who has been suspended by the Executive Board, and reasons for suspension shall be fully set forth in the notice. (7) Membership shall be terminated by a majority vote of the Executive Board, after at least a 31-day notice to the individual who is being considered for termination, at any meeting of the Executive Board for the following reasons: Rev. - September 2016 Page 3 of 11

(a) (b) (c) Violation of any provision of the Constitution and Bylaws or of any resolution, rule, or regulation adopted pursuant thereto. Engaging in any conduct deemed to be substantially prejudicial or detrimental to the interests of the Association. Violation of any ethical rule promulgated and adopted by this Association, the National Federation of Paralegal Associations, the National Association of Legal Assistants, the Louisiana State Bar Association or the American Bar Association. (8) Any member whose membership has been terminated shall forfeit all rights to any property of the Association including, but not limited to, dues previously paid to the Association. (9) Any member who has been suspended or terminated shall have the right of written appeal to the Executive Board, within thirty (30) days from the date of notice. This appeal shall be reviewed by the Executive Board who will then present its recommendations to the voting members for a vote, upon a ten (10) day notice by email to the voting membership and the individual who has been suspended or terminated. ARTICLE IV. ORGANIZATION SECTION 1. Intent - It is the intent of the Association to keep its organization as simple as possible, while being consistent with effective operation. SECTION 2. Robert's Rules of Order - The newly revised edition Robert's Rules of Order shall be the parliamentary authority which governs the Association in all cases where applicable, and where there is no conflict with the Bylaws or the special rules of order of this Association. SECTION 3. Officers - Officers shall be President, First and Second Vice-President, Secretary, and Treasurer, to be elected by majority vote of the voting membership present at the April meeting. Officers will be sworn in at the May meeting, and all board members shall take office June 1st. A. President: The President shall govern the affairs of the Association, preside over all Executive Board and monthly meetings, and shall be an ex-officio member of all committees of the Association except the Nominations and Elections Committee. The President may appoint committees and committee chairpersons, as she/he deems necessary to assist the officers in carrying out the business of the Association. Any pertinent business communications made by the President, or any other officer, on behalf of the Association shall be reported each month at the monthly meeting. The President shall check the Association's post office box at least once per week. B. First Vice-President: The First Vice-President shall be the officer in charge of membership, and shall also assist the President in coordinating organizational activities of the Association and perform such other duties as may be requested. The First Vice-President shall succeed the office Rev. - September 2016 Page 4 of 11

of President if the duly elected President should be unable to complete the President's term of office. The First Vice-President shall review membership applications for compliance with guidelines; obtain any necessary information needed to approve the application prior to presenting the application to the Association; present applications to the Association for approval; send written acknowledgment to the applicant within five (5) days following the meeting to advise of membership status. C. Second Vice-President: The Second Vice-President shall act as advisor and liaison to the program, social, and continuing education committees, shall be responsible for selecting and coordinating the monthly meeting location, and the monthly speaker and/or program, and shall perform such other duties as may be requested. The Second Vice-President shall provide written notice to all members of the Association of the monthly meeting no later than the first day of the month of the meeting, and shall be responsible for compiling the RSVP list for all monthly, annual, and special meetings. D. Secretary: The Secretary shall attend all sessions of the Executive Board and all other meetings of the Association and shall keep or cause to be kept a record of all the votes and the minutes of all transactions of the Association in a permanent record, and shall perform such other duties as may be requested. The Secretary shall provide shall publish the minutes from the Association s monthly meetings in The Herald each month. E. Treasurer: The Treasurer shall maintain custody and control of the Association's banking records, checkbook(s), receipts, and deposit history, and shall make a full accounting of same on a monthly basis, pursuant to Article VI, Section 1 of the bylaws. The Treasurer shall deposit checks made payable to the Association, pursuant to Article VI, Section 1 of the bylaws; provide a report of the expenses incurred on behalf of the Association; keep a current balance of the Association's checkbook; and provide a report to the Executive Board and the Association at each monthly meeting of the expenses incurred or submitted to the Association for payment. All expenses shall be approved by the Executive Board before authorizing payment of same. F. Parliamentarian: The Parliamentarian shall attend all monthly and Executive Board meetings and give opinions on parliamentary procedure. The Parliamentarian shall be appointed by the President and shall be a non-voting member of the Executive Board. The Parliamentarian shall be familiar with the Association's Bylaws and Robert's Rules of Order - New Revised, shall receive all proposed Bylaw amendments, and prepare Bylaw amendments for presentation to and consideration by the general membership. The Parliamentarian shall be advisor and liaison to any committee requesting parliamentary guidance. SECTION 4. Executive Board - The Executive Board shall be composed of the elected officers of the Association and the Parliamentarian, and shall be responsible for the conduct of routine affairs of the Association, and for such other duties as the members shall from time to time authorize. SECTION 5. Other Committees - The Executive Board may establish special or standing committees as deemed necessary and proper for the conduct of the affairs of the Association, and in the event such special or standing committees are established, the chairperson of that Rev. - September 2016 Page 5 of 11

committee shall be required, unless otherwise excused by the Executive Board, to report on the activities of said special or standing committee at the monthly meetings of the Association. SECTION 6. Executive Board Vacancies - Should a position within the Executive Board become vacant, a special election shall be held at the next monthly meeting to fill this vacancy. SECTION 7. Membership Renewal Dues - The annual dues will be established or modified by a majority vote of the voting membership at the annual meeting. Dues shall be minimal, consistent with the maintenance of on-going organization and such staff as the Executive Board may require for this purpose. Membership renewal dues are due and payable on June 1st and overdue by July 1st. Notice of non-payment of dues in accordance with Article III, Section 8, Subpart 3 shall be made by the Treasurer on July 1st if payment of dues is not received by that date. During the suspension of membership, the suspended member will be stricken from the membership roster until dues and/or assessments are paid. SECTION 8. Pro-ration of dues Any individual accepted as a member of the Association from January 1 st through April 30 th of any year will pay a sum equal to one-half (1/2) of the annual dues. The dues paid by any member accepted into the Association in the month of May of any year will be credited as dues for the upcoming fiscal year. An individual accepted as a member of the Association, paying pro-rated dues, between January 1 st and April 30 th will not receive membership with the National Federation of Paralegal Associations, Inc. ( NFPA ). The member will be enrolled as a member of NFPA upon membership renewal and payment of dues on June 1 st of the new fiscal year. SECTION 1. ARTICLE V. MEETINGS A. Annual There shall be an annual meeting of the Association on the third Tuesday of August, unless otherwise ordered by the Executive Board, for receiving and reviewing the annual reports, and for the transaction of other business. Notice of such meeting, by the Second Vice- President, shall be made to the last recorded email address for each member no later than the first day of the month of the meeting. B. Elections The Association shall hold elections on the third Tuesday of April, unless otherwise ordered by the Executive Board, for the election of officers, as specified in Article IV, Section 3. C. Proxy Vote Each voting member shall have one proxy vote. Each voting member shall be provided with forms for registering their vote by proxy at annual and election meetings. Such proxy forms shall be sent to each voting member by email to the voting member s last recorded email address no later than the first day of the month in which the annual and/or election meeting is held. Completed proxies must be sent by voting members to the proxy holder designated on the form and to the Chairman of the Nominations and Elections Committee no later than the second Tuesday of the month in which the annual and/or election meeting is held by email. The proxy holder must then attend the annual and/or election meeting with the proxy in hand to vote Rev. - September 2016 Page 6 of 11

said proxy. Failure to comply with instructions on the proxy voting form and the deadline for return of the completed proxy shall result in disqualification of that proxy vote. SECTION 2. Monthly/CLE meetings A monthly meeting of the Association and/or a CLE shall be held on the third Tuesday of each month unless otherwise ordered by the Executive Board. Notice of the time and place of each monthly/cle meeting, shall be sent to each member s last recorded email address prior to each monthly/cle meeting by the first day of the month of the meeting. Special notice shall be included in each monthly/cle meeting notice when required by these Bylaws, but no summary of monthly business of the Association will be given prior to each monthly/cle meeting. SECTION 3. Special Special meetings of the Association may be called by the President at any time, or upon the written request of two (2) percent of the voting members of the Association, the President shall call a special meeting to consider a specific subject or subjects. Notice of any special meeting shall be sent to each member's last recorded email address at least seven (7) days in advance of such meeting, which notice shall include a statement of time and place of the meeting and a summary of the subject or subjects to be considered. SECTION 4. Quorum A quorum shall consist of not less than 2% of the voting members in good standing of this Association. If there are fewer than this number present at any meeting the presiding officer shall adjourn the meeting from time to time until a quorum is present. Unless otherwise stated, a majority vote of those present, constituting a quorum, shall be required in order to take any action on behalf of the Association whether such action is allowed or required by these Bylaws or as would be otherwise required or allowed by standard business practices. SECTION 5. Executive Board Meetings - The Executive Board shall meet monthly on the second Tuesday of the month prior to the monthly/cle meeting to conduct such business as is necessary and appropriate in preparation for the monthly/cle meetings. Each member of the Executive Board shall attend at least 75% of all Executive Board meetings in order that the business of the Association may be conducted in an effective, efficient and timely manner. ARTICLE VI. FINANCES SECTION 1. Financial Obligations - The financial obligations of the Association, except such as are incurred in the routine performance of its affairs, shall be incurred only by authority of the Executive Board, subject to the limitations, if any, contained herein. The Treasurer shall maintain custody and control of the Association's banking records, receipts, checkbook(s) and deposit history, and shall make a full accounting of the same to the Executive Board and the Membership on a monthly basis. SECTION 2. Debt All notes and other evidence of indebtedness, except such as incurred in the routine performance of its affairs or as specifically authorized by the adoption of the operating budget of the Association, shall be effective only upon resolution of the membership duly noticed, offered and approved by the membership at a monthly or special meeting in accordance with Article V of these Bylaws. Any expense over Seventy-Five Dollars ($75.00) coming from Operating Expenses should be preapproved by a majority vote of the membership. Rev. - September 2016 Page 7 of 11

SECTION 3. Deposit of Funds The Executive Board may create, by resolution, such depository or depositories for the monies of the Association as it shall elect. Any monies collected by any member, committee chairperson, or officer must be immediately given to the Treasurer. The Treasurer shall deposit said funds to the credit of the Association in an account within one week of the monthly/cle/special meeting and shall issue or cause to issue a receipt for any cash monies received. A. Members are responsible for the payment of any NSF fees charged to the Association, along with the original amounts owed, for any items returned for insufficient funds. Said payment shall be made in cash or by money order. SECTION 4. Co-signing of Association Checks/Debit Cards Association funds shall be withdrawn by checks signed by both the President and Treasurer of the Association. Association funds may also be withdrawn by use of debit cards issued to the President and Treasurer of the Association. Receipts for debit card transactions shall be turned in to the Treasurer within twenty-four (24 hours) of the transaction. The President and/or Treasurer shall notify the Executive Board of any upcoming absences in order for checks to be signed and issued prior to said absences. In the event that the President and/or Treasurer should be temporarily unable to sign the checks, the First Vice- President shall have the authority to be a second signor on the checks. Therefore, the First Vice-President must sign the bank signature documents as an alternate signor. During officer transition, the outgoing President and Treasurer will turn in the debit cards issued to them to the Association s financial institution which issued same. SECTION 5. Audit Committee - At the beginning of each fiscal year, the Treasurer shall select two (2) non-executive Board members to choose an independent auditor to audit the financial records of the Association from the previous fiscal year. The Audit Committee's selection of an independent auditor shall be approved by the Executive Board. The Audit Committee shall make arrangements for the receipt by the independent auditor of the financial records of the Association in a prompt and timely fashion. Upon conclusion of the audit, the Audit Committee shall receive and immediately publish the findings and recommendations of the audit to the Executive Board. Upon approval of the Executive Board, the Audit Committee shall make a final report to the membership of the results of the audit. ARTICLE VII. CODE OF ETHICS SECTION 1. The Baton Rouge Paralegal Association, Inc. hereby adopts the Code of Ethics of the National Federation of Paralegal Associations. A copy of this Code of Ethics shall be attached to these Bylaws so long as this Article remains in effect. ARTICLE VIII. AMENDMENTS SECTION 1. These Bylaws may be amended, repealed, or altered, in whole or in part, by a two-thirds vote of the voting members present at any monthly, annual, election, or special meeting of the Association, provided the proposed change is submitted in writing via email to the last recorded email address of each voting member at least ten (10) days before the time of the meeting which is to consider the change. Rev. - September 2016 Page 8 of 11

ARTICLE IX. COMMITTEE LISTINGS AND RESPONSIBILITIES Nominations & Elections Committee The Nominations and Elections Committee shall be a committee comprised of three (3) members selected by the President. This committee will be responsible for seeking out able, qualified, and dedicated members who have expressed their willingness to be nominees for the Executive Board. This committee will present the nominees to the members at least three weeks before the election meeting held in April (at which time nominations will be closed). Nominees will be published in the April issue of The Herald. Election of officers shall be held at the April election meeting. Voting shall be by ballot. Members must be present or may exercise their vote by proxy as provided in Article V, Section 1C. Job Bank Committee The Job Bank Committee shall be responsible for coordinating information relating to employment opportunities for members of the Association and making posting available to members of the Association in accordance with guidelines established by the Executive Board. Continuing Legal Education/Program Committee - The Continuing Legal Education/Program Committee shall assist the Second Vice-President with coordinating the monthly meetings, as well as in developing programs, seminars/training workshops, and materials relating to continued education of paralegals and the enhancement of the development of the paralegal profession in accordance with guidelines established by the Executive Board. The Continuing Legal Education/Program Committee shall assist the Second Vice-President at monthly/cle and/or annual/special meetings in greeting attendees at the meetings and collecting fees for the luncheon. At the conclusion of the meeting, the committee members assisting the Second Vice- President will immediately provide the Treasurer with the check-in sheet(s), all fees collected, and a copy of all receipts issued. Scholarship Committee The Scholarship Committee shall be responsible for coordinating the selection process for scholarships offered to students enrolled in a formal course of paralegal studies paralegal studies at an accredited educational institution, or an educational institution currently seeking accreditation, may become a student member. Paralegal Week Committee - The Paralegal Week Committee shall be responsible for promoting and advancing the paralegal profession in celebration of Paralegal Week as declared by the Governor of the State of Louisiana in the month of September. This committee shall promote the awareness of the field of paralegalism, encourage the utilization of paralegals in the legal community and honor those who are dedicated to the paralegal profession. Newsletter Committee - The Newsletter Committee shall be responsible for preparing, publishing, and distributing The Herald in accordance with guidelines established by the Executive Board. Website/Social Media Committee The Website/Social Media Committee shall maintain the Association's web and social media pages by keeping them up to date, making periodic recommendations for inclusion or exclusion of information relevant to the Association for the Rev. - September 2016 Page 9 of 11

paralegal professions, and ensuring that all postings are consistent with Association bylaws and objectives. Additionally, the website will host an electronic copy of the membership roster, monthly meeting information, bylaws, job bank information, and the current issue of The Herald, in the "members only" section. The Association s social media pages will be updated with information regarding upcoming meetings, socials, community involvement activities, and recognition of Association members and/or sponsors achievements. Community Involvement Committee The Community Involvement Committee shall be responsible for promoting a favorable image of the Association and the paralegal profession in the business and legal community, in accordance with the guidelines established by the Executive Board. Social Committee - The Social Committee shall be responsible for organizing and coordinating the Association's social activities and promoting greater interaction among the members, in accordance with guidelines established by the Executive Board. Law Day Committee The Law Day Committee is responsible for coordinating volunteers to assist with the Law Day Ceremony sponsored by the Baton Rouge Bar Association in May at the local courthouse. Paralegal of the Year Committee The Paralegal of the Year Committee shall be responsible for selecting a paralegal of good standing in the Association who exemplifies the important role paralegals play in the legal system and other qualities that show why the paralegal should be chosen for the award. The Chair of this Committee shall be the previous year s recipient of the BRPA Paralegal of the Year award. LSU & BRCC Paralegal Studies Liaison These liaisons shall keep the membership informed of pertinent events and schedules of the LSU & BRCC Paralegal Studies program. Baton Rouge Bar Association Liaison - This liaison shall serve as liaison between the Baton Rouge Paralegal Association and the Baton Rouge Bar Association in fostering a relationship for community and professional activities. Louisiana State Paralegal Association Liaison - This liaison shall serve as liaison between the Baton Rouge Paralegal Association, Inc. and the Louisiana State Paralegal Association in promoting the paralegal profession in the community and throughout the state of Louisiana. National Federation of Paralegal Associations Delegates Two (2) delegates shall be appointed by the President to serve as the liaison between the Baton Rouge Paralegal Association and the National Federation of Paralegal Associations. * * * * * * * * * * * * * * * Rev. - September 2016 Page 10 of 11

CERTIFICATE I CERTIFY that the foregoing Bylaws were circulated to and adopted by the voting members of the Baton Rouge Paralegal Association, Inc., pursuant to Article VIII at the Special Meeting, held in East Baton Rouge Parish, Baton Roue, Louisiana, on this 14t" day of September 2016, said Bylaws to become effective on the 15t day of September 2016. Rachael A. Reed, 2016-2017 President Baton Rouge Paralegal Association Rev. -September 2016 Page li of 11